pll-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number 001-38427

___________________________________________________________

Piedmont Lithium Inc.

(Exact name of Registrant as specified in its Charter)

_________________________________________________________________________________________


Delaware			36-4996461
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
42 E Catawba Street Belmont, North Carolina			28012
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (704) 461-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.0001 par value per share

PLL

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 04, 2023, there were 19,195,889 shares of the Registrant’s common stock outstanding.


			Page
PART I - Financial Information
	Item 1.	Financial Statements	4
		Consolidated Balance Sheets	4
		Consolidated Statements of Operations	5
		Consolidated Statements of Comprehensive Loss	6
		Consolidated Statements of Cash Flows	7
		Consolidated Statements of Changes in Equity	8
		Notes to the Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	29

PART II - Other Information
	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
	Item 3.	Defaults Upon Senior Securities	29
	Item 4.	Mine Safety Disclosures	29
	Item 5.	Other Information	29
	Item 6.	Exhibits	30

Signatures			31


	(Unaudited)
	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	88,748,419	$	99,246,963
Other current assets	4,904,795		2,611,841
Total current assets	93,653,214		101,858,804
Property, plant and mine development, net	101,685,472		71,540,798
Other non-current assets	23,556,684		18,873,679
Equity method investments in unconsolidated affiliates	124,040,126		95,647,802
Total assets	$	342,935,496	$	287,921,083

Liabilities and Stockholders’ Equity


Accounts payable and accrued expenses	12,149,805		12,861,514
Current portion of long-term debt	277,316		425,187
Other current liabilities	290,768		124,464
Total current liabilities	12,717,889		13,411,165
Long-term debt, net of current portion	72,099		163,425
Operating lease liabilities, net of current portion	1,253,561		1,176,709
Deferred tax liabilities	3,456,971		2,881,123
Total liabilities	17,500,520		17,632,422
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,195,889 and 18,073,367 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively	1,919		1,807
Additional paid-in capital	456,758,193		381,241,814
Accumulated deficit	(124,936,546)		(105,657,674)
Accumulated other comprehensive loss	(6,388,590)		(5,297,286)
Total stockholders’ equity	325,434,976		270,288,661
Total liabilities and stockholders’ equity	$	342,935,496	$	287,921,083


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating expenses:
Exploration and mine development costs	$	440,190	$	882,874	1,196,964		1,050,712
General and administrative expenses	11,986,634		7,461,365		20,608,084		13,039,370
Total operating expenses	12,426,824		8,344,239		21,805,048		14,090,082
Loss from equity method investments in unconsolidated affiliates	(2,675,145)		(1,155,379)		(5,417,509)		(4,544,882)
Loss from operations	(15,101,969)		(9,499,618)		(27,222,557)		(18,634,964)
Other income (expense):
Interest income	1,165,341		288		1,928,791		288
Interest expense	(11,160)		(34,214)		(25,677)		(76,610)
Loss from foreign currency exchange	(17,878)		(47,759)		(67,144)		(24,649)
Gain on dilution of equity method investments in unconsolidated affiliates	3,975,337		—		7,249,869		—
Total other income (expense)	5,111,640		(81,685)		9,085,839		(100,971)
Loss before taxes	(9,990,329)		(9,581,303)		(18,136,718)		(18,735,935)
Income tax expense	648,811		—		1,142,154		—
Net loss	$	(10,639,140)	$	(9,581,303)	$	(19,278,872)	$	(18,735,935)

Basic and diluted net loss per weighted-average share	$	(0.55)	$	(0.53)	$	(1.02)	$	(1.10)


Basic and diluted weighted-average number of shares outstanding	19,186,640		17,930,926		18,856,995		17,019,262


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2022	18,073,367	$	1,807	$	381,241,814	$	(105,657,674)	$	(5,297,286)	$	270,288,661
Issuance of common stock, net	1,096,535	110		71,084,279		—		—		71,084,389
Stock-based compensation, net of forfeitures	—	—		1,166,038		—		—		1,166,038
Shares issued for exercise/vesting of share-based compensation awards	13,411	1		(1)		—		—		—


Equity method investment adjustments in other comprehensive income (loss), net of tax	—	—		—		—		(2,213,272)		(2,213,272)
Net loss	—	—		—		(8,639,732)		—		(8,639,732)
March 31, 2023	19,183,313	1,918		453,492,130		(114,297,406)		(7,510,558)		331,686,084

Stock-based compensation, net of forfeitures	—	—		3,266,064		—		—		3,266,064
Shares issued for exercise/vesting of share-based compensation awards	12,576	1		(1)		—		—		—


Equity method investment adjustments in other comprehensive income (loss), net of tax	—	—		—		—		1,121,968		1,121,968
Net loss	—	—		—		(10,639,140)		—		(10,639,140)
June 30, 2023	19,195,889	$	1,919	$	456,758,193	$	(124,936,546)	$	(6,388,590)	$	325,434,976


	June 30, 2023		December 31, 2022
Mining interests	$	70,472,674	$	56,119,627
Mine development	3,908,275		3,050,239
Land	720,033		720,033
Leasehold improvements	401,264		281,008
Facilities and equipment	896,301		675,795
Construction in process	25,478,088		10,779,566
Property, plant and mine development	101,876,635		71,626,268
Accumulated depreciation	(191,163)		(85,470)
Property, plant and mine development, net	$	101,685,472	$	71,540,798


	Three Months Ended June 30, 2023
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at March 31, 2023	$	44,187,864	$	50,548,382	$	10,659,620	$	105,395,866
Additional investments	—		16,085,029		41,021		16,126,050

Gain on dilution of equity method investments(1)	3,975,337		—		—		3,975,337
Loss from equity method investments	(1,012,961)		(1,335,087)		(327,097)		(2,675,145)
Foreign currency translation adjustment of equity method investments	133,008		1,246,604		(161,594)		1,218,018
Balance at June 30, 2023	$	47,283,248	$	66,544,928	$	10,211,950	$	124,040,126


	Six Months Ended June 30, 2023
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at December 31, 2022	$	44,619,404	$	39,763,008	$	11,265,390	$	95,647,802
Additional investments	101,616		28,074,937		41,021		28,217,574

Gain on dilution of equity method investments(1)	7,249,869		—		—		7,249,869
Loss from equity method investments	(2,054,245)		(2,604,490)		(758,774)		(5,417,509)
Foreign currency translation adjustment of equity method investments	(2,633,396)		1,311,473		(335,687)		(1,657,610)
Balance at June 30, 2023	$	47,283,248	$	66,544,928	$	10,211,950	$	124,040,126


	Three Months Ended June 30, 2022
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at March 31, 2022	$	16,945,836	$	26,193,877	$	14,583,345	$	57,723,058
Additional investments	1,029,617		6,979,080		—		8,008,697


Loss from equity method investments	(857,847)		(125,759)		(171,773)		(1,155,379)
Foreign currency translation adjustment of equity method investments	—		—		(342,767)		(342,767)
Balance at June 30, 2022	$	17,117,606	$	33,047,198	$	14,068,805	$	64,233,609


	Six Months Ended June 30, 2022
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at December 31, 2021	$	18,256,488	$	25,215,851	$	15,400,371	$	58,872,710
Additional investments	1,075,921		8,978,983		—		10,054,904

Loss from equity method investments	(2,279,318)		(1,192,396)		(1,073,168)		(4,544,882)
Foreign currency translation adjustment of equity method investments	64,515		44,760		(258,398)		(149,123)
Balance at June 30, 2022	$	17,117,606	$	33,047,198	$	14,068,805	$	64,233,609


	As of June 30, 2023
	Sayona Mining		Sayona Quebec	Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available	$	140,978,713	Not publicly traded	$	18,239,189


	2023			2022
	Stock Option Awards	Restricted Stock Units	Performance Rights Awards	Stock Option Awards	Restricted Stock Units	Performance Rights Awards
Balance at January 1	264,733	36,167	44,468	272,504	51,277	30,000
Granted	41,846	39,597	42,128	135,957	17,437	29,120
Exercised, surrendered or vested	—	(13,411)	—	(15,000)	(14,285)	—
Forfeited or expired	—	(452)	—	(19,458)	(17,209)	—
Balance at March 31	306,579	61,901	86,596	374,003	37,220	59,120
Granted	29,890	31,452	26,517	58,949	7,972	10,348
Exercised, surrendered or vested	—	(12,576)	—	(37,500)	(9,219)	—
Forfeited or expired	—	—	—	(719)	—	—
Balance at June 30	336,469	80,777	113,113	394,733	35,973	69,468




Expected life of options (in years)			6.2
Risk-free interest rate			3.9%
Assumed volatility			40.0%
Expected dividend rate			—


	June 30, 2023		December 31, 2022
Investments in equity securities	$	470,889	$	483,836
Prepaid and other current assets	4,433,906		2,128,005
Total other current assets	$	4,904,795	$	2,611,841


	June 30, 2023		December 31, 2022
Advances on exploration project	$	21,758,906	$	17,316,440
Other non-current assets	276,933		263,845
Operating lease right-of-use assets	1,520,845		1,293,394
Total other non-current assets	$	23,556,684	$	18,873,679

SEC Form 10-Q filed by Piedmont Lithium Inc.